Let’s take it back to basics and explore the requirements for a legally binding contract, namely:
- Offer
- Acceptance
- Consideration
- Intention
- Offer – All contracts begin with one party making a promise as a proposal to another. This proposal outlines the terms and conditions under which the party making the offer is willing to enter into an agreement.
- Acceptance – Once the initial offer is made, the other party can decide whether to accept or reject the original offer. If the offer is accepted, the acceptance must clearly be communicated to the promisor and can be done either verbally or in writing (including email, mail or emoji as will be seen below).
- Consideration – There must be something of value, usually money, given in exchange for the offered goods or services. The consideration being offered can be anything, so long as it is not illegal. As long as the consideration has value in the eyes of the law, it will be considered fair. Note that one of the key differences between a contract and a deed is that a deed does not require consideration.
- Intention
The parties entering into a contract must have intended for their actions to create a legal relationship between them.
The thumbs-up-emoji-contract
In a recent Canadian decision, the Court determined that the use of a thumbs up emoji in text communication constituted a valid form of acceptance of a contract, equating it to a legally binding signature!
During the contract negotiations, the Plaintiff requested confirmation of a contract via text message. In response, the Defendant replied with a thumbs-up emoji. The Plaintiff interpreted this emoji as an indication of acceptance, particularly given the ongoing negotiations aimed at reaching an agreement. The Court concluded that, within the specific context of their communications, the thumbs-up emoji functioned as a clear expression of acceptance. This interpretation was supported by the Defendant’s previous use of responses such as “yup”, “looks good”, or “ok” to signify acceptance in similar exchanges.
In this day and age, who knows what other emojis might be interpreted as acceptance!
The content of this article is intended to provide a general guide to the subject matter. Specific advice should be sought about your specific circumstances.
